CONSULTING AGREEMENT

            This Consulting  Agreement is made and entered into effective August
2, 2001,  between Sonus Corp.  ("Sonus"),  a Yukon  Territory  corporation,  and
Randall E. Drullinger ("Drullinger").

                                    RECITALS

            Sonus,  formerly  known as HealthCare  Capital  Corp.,  has employed
Drullinger  under  a  written  employment  agreement  dated  November  14,  1997
("Employment Agreement").

            The parties wish to modify and replace the  Employment  Agreement by
providing for continued  consulting services by Drullinger to Sonus on a limited
basis through  August 2003 and to  compensate  Drullinger  for those  consulting
services.

                                    AGREEMENT

            NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements contained herein, the parties agree as follows:

            1.    MODIFICATION EMPLOYMENT AGREEMENT.

            a.    This Consulting Agreement modifies and replaces each and every
provision of the Employment Agreement,  except Section 4.3 Stock Options.  Sonus
expressly  agrees that all stock options  granted to Drullinger  pursuant to the
Employment  Agreement will remain in effect and exercisable  throughout the term
of this Consulting Agreement in accordance with the terms pursuant to which such
stock options were granted.  Drullinger  expressly agrees that all stock options
granted to him will  expire on August 1, 2003,  and may not be  exercised  after
that date.  Drullinger also acknowledges and agrees that he will not be eligible
to receive additional options notwithstanding any additional options that may be
granted in the future with respect to full-time  employees of Sonus.  Drullinger
will be eligible to  participate  on the same basis as other Sonus  employees in
any blanket "re-pricing" of existing options that may be undertaken by Sonus.

            b.    Drullinger will continue his current employment through August
1, 2001,  under the  Employment  Agreement.  On August 1,  2001,  Sonus will pay
Drullinger  $8,633.66 in full satisfaction of all earned and unpaid compensation
as an  employee  of  Sonus,  including  accrued  vacation  and  bonuses,  to and
including  such  date,  with the  exception  of $1,875  that  Drullinger  may be
entitled  to as a bonus for  meeting  certain  financial  objectives  during the
fiscal quarter ended July 31, 2001 (the "Fourth  Quarter  Bonus").  In the event
that such  financial  objectives  are met,  Sonus will pay Drullinger the Fourth
Quarter Bonus in accordance with its customary practice.

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            2.    CONSULTING SERVICES.

            a.    From August 2, 2001 through August 1, 2003,  Drullinger agrees
to provide no less than 48 hours each month of  consulting  services to Sonus at
mutually agreed times and places.

            b.    The  relationship  between  Sonus and  Drullinger  during  the
period  August 2, 2001 to August 1, 2003 intended by this  Consulting  Agreement
with  respect  services  under this  Section 2 is that of employer  and employee
under the laws of the state of Oregon.

            3.    COMPENSATION.

            a.    In  consideration  of the  consulting  services for the period
beginning  August 2, 2001 and ending  August 1, 2003 as described  above,  Sonus
agrees  to  pay  Drullinger   $7,083.33  per  month,  less  applicable  employee
deductions for taxes and benefits, on the scheduled payroll dates of Sonus.

            b.    In the event that any of the 48 hours of  consulting  services
each month requires  overnight  travel,  Sonus will pay Drullinger an additional
$75 per hour for each hour of consulting  (travel time not  included)  performed
during the overnight trip,  payable on the next scheduled  payroll date of Sonus
in the following month.

            c.    In the event Sonus requests and  Drullinger  agrees to provide
consulting  services to Sonus in excess of 48 hours each month,  Sonus agrees to
compensate  Drullinger for such additional  hours of consulting at $75 per hour,
payable on the next scheduled payroll date of Sonus in the following month.

            4.    ADDITIONAL PAYMENTS.

                  As  additional  compensation,  Sonus agrees to pay  Drullinger
$2,315.34 on January 2, 2002,  $5,556.82 on January 2, 2003, and  $3,241.48,  on
August 2, 2003.

            5.    REIMBURSEMENT OF EXPENSES.

            a.    Sonus agrees to reimburse  Drullinger  for  reasonable  travel
expenses incurred in accordance with Sonus company policy.

            b.    Sonus  agrees to pay  Drullinger  $230.77 each pay period as a
car allowance.

            6.    LIMITED NON-COMPETITION AGREEMENT.

            a.    Sonus  acknowledges  that during the period  August 2, 2001 to
August 1,  2003,  Drullinger  will  engage  in  consulting  and  other  business
activities in

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addition to his consulting  service to Sonus.  Sonus consents to such activities
so long as they do not interfere with Drullinger's  service to Sonus,  described
above.

            b.    Drullinger  agrees  that  during  the  period of  August  2001
through  August 2003, he will not engage in consulting  services with Hearx Ltd,
Helix Hearing Care of America, Inc., Sounds of Life, Inc., Newport Audiology, or
any affiliates of the foregoing companies.

            7.    CONSULTING FOR SONUS NETWORK MEMBERS.

            a.    The  parties  agree that  Drullinger  may  provide  consulting
services to Sonus  Network  Members as  requested  by Sonus for fees as mutually
agreed for each such engagement.

            b.    Sonus  agrees to pay  Drullinger  a fee of $500 (the  "Network
Fee") for each person or entity that becomes a Sonus Network  member as a direct
result of the efforts of Drullinger.  Drullinger  will promptly  reimburse Sonus
for each Network Fee paid if the Sonus Network  member for which the Network Fee
was paid does not remain a Sonus  Network  member  for at least 6 months.  Sonus
shall  also  pay  Drullinger  a  finder's  fee of 1.5  percent  of net  revenues
recognized  by each  hearing  care  business  acquired  by Sonus  (an  "Acquired
Business")  during the last full fiscal year of the Acquired  Business  prior to
its acquisition by Sonus, provided that the Acquisition of the Acquired Business
was as a direct  result of the efforts of  Drullinger as determined by the Chief
Executive Officer of Sonus in his sole discretion.

            c.    The  relationship  between  Sonus and  Drullinger  during  the
period  August 2, 2001 to August 1, 2003 intended by this  Consulting  Agreement
with respect services under this Section 7 is that of independent contractor and
not employer and employee.  Drullinger  will pay all required taxes and file all
required tax forms as a result of his status as an  independent  contractor  and
will defend, hold harmless,  and indemnify Sonus from any claim, suit, or action
of any kind arising out of his relationship with Sonus in performing  consulting
services under this Section 7.

            8.    HOLD HARMLESS.

            Sonus agrees to defend, hold harmless, and indemnify Drullinger from
any claim,  suit,  or action of any kind  arising out of his  relationship  with
Sonus under the  Employment  Agreement,  as a  shareholder  of Sonus,  and as an
employee under this Consulting Agreement.

            9.    WAIVER, ALTERATION, OR MODIFICATION.

            Any waiver,  alteration, or modification of any of the terms of this
Consulting  Agreement  will be valid only if made in  writing  and signed by the
parties to this Consulting Agreement.  No waiver by either of the parties of its
rights under this  Consulting  Agreement  will be deemed to  constitute a waiver
with respect to any

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subsequent  occurrence or transaction  hereunder unless the waiver  specifically
states that it is to be construed as a continuing waiver.

            10.   CONSTRUCTION OF CONSULTING AGREEMENT.

            The validity, interpretation,  construction, and performance of this
Consulting  Agreement  will be governed by and construed in accordance  with the
laws of the state of Oregon. Any provision of this Consulting  Agreement that is
prohibited  or  unenforceable  will be  ineffective  only to the  extent of that
prohibition or unenforceability without invalidating the remaining provisions of
this Consulting Agreement.

            11.   ARBITRATION.

            Any  dispute  or claim that  arises  out of or that  relates to this
Consulting  Agreement or to the  interpretation,  breach, or enforcement of this
Consulting  Agreement,  shall be resolved by mandatory arbitration in accordance
with  the  then  effective  arbitration  rules  of the  Arbitration  Service  of
Portland,  Inc.,  and any  judgment  upon the award  rendered  pursuant  to such
arbitration may be entered in any court having jurisdiction thereof.

            12.   ATTORNEY FEES.

            In the event of any  suit,  action,  or  arbitration  proceeding  to
enforce or interpret  any  provision of this  Consulting  Agreement (or which is
based on this Consulting  Agreement),  the prevailing  party will be entitled to
recover, in addition to other costs, reasonable attorney fees in connection with
such suit, action, arbitration, and in any appeal.

            13.   ENTIRE AGREEMENT.

            This  Consulting  Agreement  constitutes  and  embodies  the  entire
understanding  and  agreement  of the  parties  hereto  relating  to the matters
addressed in this  Consulting  Agreement.  Except as otherwise  provided in this
Consulting Agreement,  there are no other agreements or understandings,  written
or oral, in effect between the parties relating to the matters addressed herein.

            14.   RELEASE OF CLAIMS.

            Drullinger  hereby  releases  and forever  discharges  Sonus and its
related  entities,  including  subsidiaries,  and  parent  entities,  and  their
respective  predecessors,  successors,  assigns, and representatives,  officers,
shareholders,  directors,  agents, and employees and all of their past, present,
and future officers,  shareholders,  directors,  agents, and employees and their
respective successors,  assigns,  executors, and administrators,  of any and all
claims,  including  but not  limited to tort,  contract,  or  statutory  claims,
including  but not limited to claims  under Title VII of the Civil Rights Act of
1964, federal Fair Labor Standards Act, the Americans with Disabilities Act, the
Age  Discrimination  in Employment Act, 29 USC ss. 621, and any state or federal
law, and

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any regulations  under such law, up to and including the date of this Agreement,
whether  known or unknown,  foreseen  or  unforeseen,  asserted  or  unasserted.
Nothing in this  Agreement  shall operate or be  interpreted  as an admission of
liability  as to any of the  claims,  charges,  actions  and  lawsuits  released
hereby.  Both  Drullinger  and Sonus  (and each of Sonus'  directors,  officers,
employees,   agents  and  insurers  and  their   successors   individually   and
collectively), expressly deny any such liability. Neither this Agreement nor any
of its terms may be offered or admitted into evidence other than in an action by
one of the parties to enforce its terms.

            15.   CONFIDENTIALITY.

            Except as specifically provided below, Drullinger will keep the fact
of this Agreement and its terms  confidential.  This promise of  confidentiality
extends to all terms of this  Agreement.  Drullinger will not disclose the terms
of this agreement to any firm, person or entity; provided, however, that:

            (a)   To  the  extent  necessary  to  receive  professional  advice,
      Drullinger  may  disclose  the  terms  of this  Agreement  to his  spouse,
      attorney, accountant, tax preparer, tax consultant, and financial planner;
      and

            (b)   The terms of this  Agreement  may be  disclosed  if  compelled
      under a court or administrative  order or to enforce any of its terms in a
      court or administrative proceeding or arbitration,  or as required by law,
      or to regulatory authorities, including self-regulating bodies.

            16.   CONSTRUCTION OF AGREEMENT.

            Each of the parties has reviewed, revised, and negotiated or had the
opportunity to negotiate the terms, conditions,  and language of this Agreement.
The  rule of  construction  that  ambiguities  are to be  resolved  against  the
drafting party shall not be applied in interpreting this Agreement.  Section and
paragraph  titles in this  Agreement are used for  convenience  only and are not
intended  to and shall not in any way  enlarge,  define,  limit,  or extend  the
rights or  obligations  of the  parties  or affect  the  interpretation  of this
Agreement.  If any provision of this Agreement is found to be illegal or legally
unenforceable, the remaining provisions shall continue in full force and effect.

            IN WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this
Consulting Agreement this 31st day of July 2001.

/s/ Randall E. Drullinger
-------------------------           SONUS CORP.
Randall E. Drullinger
                                        /s/ Daniel J. Kohl
                                    By: ---------------------------------------
                                        Daniel J. Kohl, Chief Executive Officer


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